Quotient (QTNTQ) Form 4 Quotient / Jeremy Stackawitz ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Stackawitz Jeremy

(Last) (First) (Middle)

C/O QUOTIENT LIMITED

28 ESPLANADE

(Street)

ST HELIER Y9 JE2 3QA

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Quotient Ltd [ QTNT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/29/2019		S(9)		21,495	D	$9.93(10)	131,939	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$11.92							(1)	05/31/2026	Ordinary Shares	20,000		20,000	D
Employee Stock Option (right to buy)	$15.17							(2)	05/19/2025	Ordinary Shares	22,500		22,500	D
Employee Stock Option (right to buy)	$8							(3)	04/29/2024	Ordinary Shares	60,000		60,000	D
Employee Stock Option (right to buy)	$7.58							(4)	05/23/2027	Ordinary Shares	40,000		40,000	D
Multi-year Performance Based Restricted Stock Unit	(5)							(5)	12/31/2019	Ordinary Shares	50,000		50,000	D
Restricted Stock Units	(6)							(7)	(7)	Ordinary Shares	20,641		20,641	D
Restricted Stock Units	(6)							(8)	(8)	Ordinary Shares	35,000		35,000	D

Explanation of Responses:

1. 13,334 options have vested and remain exercisable and 6,666 options will vest on June 1, 2019.

2. All 22,500 options have vested and remain exercisable.

3. All 60,000 options have vested and remain exercisable.

4. 26,666 options have vested and remain exercisable. 13,334 options will vest on May 24, 2020.

5. Each Multi-year Performance Based Restricted Stock Unit ("MRSU") represents a contingent right to receive one share of Quotient's ordinary shares. The MRSUs vest upon Quotient's ordinary shares achieving a volume weighted average market price of $22.00 per share for 20 consecutive trading days during the period April 1, 2019 to December 31, 2019.

6. Restricted Stock Units convert into ordinary shares on a one-for-one basis.

7. On May 24, 2018, the Reporting Person was granted 30,961 Restricted Stock Units, of which 10,320 have vested and have been exercised. The remaining 20,641 Restricted Stock Units will vest in two equal installments on May 24, 2020 and May 24, 2021.

8. On May 24, 2019, the Reporting Person was granted 35,000 Restricted Stock Units, vesting in three equal annual installments beginning May 24, 2020.

9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 7, 2019.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $9.90 to $9.98, inclusive. The Reporting Person undertakes to provide to Quotient Limited, any security holder of Quotient Limited, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (10) to this Form 4.

Remarks:

	/s/ Jeremy Stackawitz	05/31/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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